GSK enquiries:
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Global
Media enquiries:
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Simon
Steel
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+44 (0)
20 8047 5502
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(London)
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US
Media enquiries:
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Sarah
Spencer
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+1 215
751 3335
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(Philadelphia)
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Analyst/Investor
enquiries:
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Sarah
Elton-Farr
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+44 (0)
20 8047 5194
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(London)
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Tom
Curry
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+ 1 215
751 5419
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(Philadelphia)
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James
Dodwell
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+44 (0)
20 8047 2406
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(London)
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Jeff
McLaughlin
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+1 215
751 7002
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(Philadelphia)
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Citi
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Chris
Hite
Andrew
Seaton
Robert
Way
|
+44 207
986 4000 /
+1 212
816 6000
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J.P.
Morgan Cazenove
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Hernan
Cristerna
John
Mayne
David
Lomer
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+44 207
742 4000
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Greenhill
|
David
Wyles
Seamus
Moorhead
Rupert
Hill
|
+44 207
198 7400
|
This
announcement contains inside information for the purposes of
Article 7 of EU Regulation 596/2014. The person responsible for
arranging the release of this announcement on behalf of GSK is V.A.
Whyte, Company Secretary.
Information relating to non IFRS measures
We use
a number of adjusted, non-IFRS, measures to report the
performance of our business, as described on page 58 of GSK's 2017
Annual Report, including Adjusted results, free cash flow and CER
growth rates. Non-IFRS measures may be considered in addition to,
but not as a substitute for or superior to, information presented
in accordance with IFRS.
Information regarding forward-looking statements
This
announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can
be identified by the use of forward-looking terminology, including
the terms "believes", "estimates", "plans", "projects",
"anticipates", "expects", "intends", "may", "will", or "should" or,
in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. They
appear in a number of places throughout this announcement and
include, but are not limited to, statements regarding GSK's
intentions, beliefs or current expectations concerning, among other
things, GSK's business, results of operations, financial position,
prospects, growth, strategies and the industry in which it
operates. By their nature, forward-looking statements involve risk
and uncertainty because they relate to future events and
circumstances. Forward-looking statements are not guarantees of
future performance and the actual results of GSK's operations and
financial position, and the development of the markets and the
industry in which GSK operates, may differ materially from those
described in, or suggested by, the forward-looking statements
contained in this announcement. In addition, even if the results of
operations, financial position and the development of the markets
and the industry in which GSK operates are consistent with the
forward-looking statements contained in this announcement, those
results or developments may not be indicative of results or
developments in subsequent periods. A number of factors could cause
results and developments to differ materially from those expressed
or implied by the forward-looking statements including, without
limitation, general economic and business conditions, industry
trends, competition, changes in regulation, currency fluctuations,
changes in its business strategy, political and economic
uncertainty and other factors discussed in this
announcement.
Forward-looking
statements may, and often do, differ materially from actual
results. Any forward-looking statements in this announcement speak
only as of their respective dates, reflect GSK's current view with
respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to GSK's operations, results of operations and growth
strategy. Factors that may affect GSK's operations include, but are
not limited to, those described under Item 3.D "Principal risks and
uncertainties" in GSK's Annual Report on Form 20-F for 2017.
Subject to the requirements of the Financial Conduct Authority
("FCA"), the London Stock Exchange, the Listing Rules and the
Disclosure Guidance and Transparency Rules (and/or any regulatory
requirements) or applicable law, GSK explicitly disclaims any
obligation or undertaking publicly to release the result of any
revisions to any forward-looking statements in this announcement
that may occur due to any change in GSK's expectations or to
reflect events or circumstances after the date of this
announcement.
No
statement in this document is intended as a profit forecast or
profit estimate and no statement in this document should be
interpreted to mean that the earnings per share of GSK, as altered
by the transaction will necessarily match or exceed the historical
or published earnings per share of GSK or the relevant entities
which form the basis for the transaction.
Cautionary statement
The
release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. This announcement
has been prepared for the purposes of complying with the Listing
Rules and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of any
jurisdiction outside of England and Wales.
This
announcement is not intended to, and does not constitute, or form
part of, any offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. GSK shareholders are advised to read
carefully the formal documentation in relation to the transaction
once it has been despatched. Any response to the proposal should be
made only on the basis of the information in the formal
documentation to follow.
Citigroup
Global Markets Limited ("Citi"), which is regulated in the United
Kingdom by the FCA and the PRA, is acting exclusively for GSK as
joint sponsor and joint financial adviser and for no one else in
connection with the transaction, and will not regard any other
person (whether or not a recipient of this document) as a client in
relation to the transaction and will not be responsible to anyone
other than GSK for providing the protections afforded to clients of
Citi nor for providing advice in relation to the transaction or any
other matter referred to in this document. Save for the
responsibilities and liabilities, if any, of Citi under the
Financial Services and Markets Act 2000 ("FSMA") or the regulatory
regime established thereunder, Citi assumes no responsibility
whatsoever and make no representations or warranties, express or
implied, in relation to the contents of this document, including
its accuracy, completeness or verification, or for any other
statement made or purported to be made by GSK, or on GSK's behalf,
or by Citi, or on Citi's behalf, and nothing contained in this
document is, or shall be, relied on as a promise or representation
in this respect, whether as to the past or the future, in
connection with GSK or the transaction. Citi accordingly disclaims
to the fullest extent permitted by law all and any responsibility
and liability whether arising in tort, contract or otherwise which
it might otherwise be found to have in respect of this document or
any such statement.
J.P.
Morgan Securities plc ("J.P. Morgan"), which conducts its UK
investment activities as J.P. Morgan Cazenove and which is
authorised in the United Kingdom by the Prudential Regulation
Authority and regulated in the United Kingdom by the FCA and the
PRA, is acting exclusively for GSK as joint sponsor and joint
financial adviser and for no one else in connection with the
transaction, and will not regard any other person (whether or not a
recipient of this document) as a client in relation to the
transaction and will not be responsible to anyone other than GSK
for providing the protections afforded to clients of J.P. Morgan
Cazenove nor for providing advice in relation to the transaction or
any other matter referred to in this document. Save for the
responsibilities and liabilities, if any, of J.P. Morgan Cazenove
under FSMA or the regulatory regime established thereunder, J.P.
Morgan Cazenove assumes no responsibility whatsoever and make no
representations or warranties, express or implied, in relation to
the contents of this document, including its accuracy, completeness
or verification, or for any other statement made or purported to be
made by GSK, or on GSK's behalf, or by J.P. Morgan Cazenove, or on
J.P. Morgan Cazenove's behalf, and nothing contained in this
document is, or shall be, relied on as a promise or representation
in this respect, whether as to the past or the future, in
connection with GSK or the transaction. J.P. Morgan Cazenove
accordingly disclaims to the fullest extent permitted by law all
and any responsibility and liability whether arising in tort,
contract or otherwise which it might otherwise be found to have in
respect of this document or any such statement.
Greenhill
& Co, International LLP ("Greenhill"), which is authorised in
the United Kingdom by the PRA and regulated in the United Kingdom
by the FCA and the PRA, is acting exclusively for GSK as joint
financial adviser and for no one else in connection with the
transaction, and will not regard any other person (whether or not a
recipient of this document) as a client in relation to the
transaction and will not be responsible to anyone other than GSK
for providing the protections afforded to clients of Greenhill nor
for providing advice in relation to the transaction or any other
matter referred to in this document. Save for the
responsibilities and liabilities, if any, of Greenhill under FSMA
or the regulatory regime established thereunder, Greenhill assumes
no responsibility whatsoever and make no representations or
warranties, express or implied, in relation to the contents of this
document, including its accuracy, completeness or verification, or
for any other statement made or purported to be made by GSK, or on
GSK's behalf, or by Greenhill, or on Greenhill's behalf, and
nothing contained in this document is, or shall be, relied on as a
promise or representation in this respect, whether as to the past
or the future, in connection with GSK or the transaction. Greenhill
accordingly disclaims to the fullest extent permitted by law all
and any responsibility and liability whether arising in tort,
contract or otherwise which it might otherwise be found to have in
respect of this document or any such statement.
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GlaxoSmithKline plc
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(Registrant)
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Date: March
27, 2018
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By: VICTORIA
WHYTE
--------------------------
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Victoria Whyte
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Authorised
Signatory for and on
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behalf
of GlaxoSmithKline plc
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